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Electra board not independent enough - shareholder advisor PIRC

Wed, 20th Jan 2016 11:11

* PIRC rejects Bramson, Brindle as non-executive directors

* Follows successful election to the board on Nov. 5

* Calls for investors to reject both at Jan. 25 AGM

By Simon Jessop and Freya Berry

LONDON, Jan 20 (Reuters) - The board of Electra PrivateEquity is not independent enough after the recentelection of activist investor Edward Bramson as a non-executivedirector, an influential shareholder advisory firm said.

New York-based Bramson, who along with his SherborneInvestors group is Electra's largest shareholder, finally won aseat on the board in November after almost two years oflobbying, prompting Electra's chairman Roger Yates to resign.

Bramson, who has a track record of turning around companies,had criticised Electra, one of the City of London's oldestprivate equity funds, for a lack of openness and said there wasmore value to be found in the company's portfolio, withoutgiving specifics.

In a note to the many pension funds and other investors whorely on its guidance when determining how to vote on companyissues, Pensions & Investment Research Consultants (PIRC) saidinvestors should reject Bramson at the Jan. 25 annual meeting.

"Edward Bramson is a newly appointed non-executive director.He is not considered to be independent as he is a director ofone of the company's significant shareholders," PIRC wrote,advising an 'oppose' vote.

PIRC, which advises groups with 1.5 trillion pounds ($2.1trillion) in assets invested in many leading blue-chip stocks,recommended a separate 'oppose' vote against the election ofex-Sherborne Chairman Ian Brindle, also elevated to the board inNovember, as there was "no clear justification" for theappointment.

Under company law, Bramson just needs a simple majority tobe elected at the annual general meeting.

Bramson and Sherborne currently have a 28.14 percent stakein Electra, Thomson Reuters data showed. Other leadinginstitutional investors include M&G Investments, with 9.44percent, and Aviva Investors, with 3.4 percent.

Shares in Electra have risen 1.1 percent since the Nov. 5election of Bramson to the board, while the broader FTSE AllShare index has fallen just over 10 percent. ($1 = 0.7072 pounds) (Editing by Susan Fenton)

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